AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999
Registration No. 333 - ___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KENT ELECTRONICS CORPORATION
(Exact name of issuer as specified in its charter)
TEXAS 74-1763541
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1111 GILLINGHAM LANE
SUGAR LAND, TEXAS 77478
(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
STEPHEN J. CHAPKO
KENT ELECTRONICS CORPORATION
1111 GILLINGHAM LANE
SUGAR LAND, TEXAS 77478
(Name and address of agent for service)
(281) 243-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed
Title of securities to be Amount to be offering price maximum aggregate Amount of
registered registered (1) per share (2) offering price (2) registration fee
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Common Stock, no par value 100,000(3) $16.36 $1,636,300 $455
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(1) Represents the maximum number of additional shares of Common Stock of the
Registrant which could be purchased upon exercise of all stock options now
outstanding or which may hereafter be granted under the Amended and Restated
1996 Non-Employee Director Stock Option Plan.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h), based on the option exercise prices of options to
acquire 10,000 shares of Common Stock which have been granted under the
Amended and Restated 1996 Non-Employee Director Stock Option Plan and the
average of the high and low prices reported on the New York Stock Exchange
Composite Tape on August 24, 1999.
(3) There are also registered hereunder 33,334 preferred stock purchase rights
associated with the shares of Common Stock being registered.
Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 333-20367 relating to the 1996 Non-Employee Director Stock Option
Plan are incorporated herein by reference.
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EXPLANATION STATEMENT
This Registration Statement is being filed pursuant to General Instruction E
of Form S-8 to register additional shares of Common Stock in connection with the
Amended and Restated 1996 Non-Employee Director Stock Option Plan of Kent
Electronics Corporation.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
- ----------- -------
*4.1 Amended and Restated Articles of Incorporation of Kent Electronics
Corporation. Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-3 (Registration
No. 333-20265) filed with the Commission on January 23, 1997.
*4.2 Certificate of Designation, Preferences and Rights of Series A
Preferred Stock. Incorporated by reference to Exhibit 3.3 to the
Company's Annual Report on Form 10-K for the Fiscal Year Ended
March 30, 1991.
*4.3 Amended and Restated Bylaws of Kent Electronics Corporation.
Incorporated by reference to Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the Fiscal Quarter Ended September 26,
1998 (the "1999 Second Quarter Form 10-Q").
*4.4 Specimen stock certificate for the Common Stock of Kent
Electronics Corporation. Incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-2 (Registration
No. 33-40066) filed with the Commission on April 19, 1991.
*4.5 Amended and Restated Rights Agreement dated as of September 3,
1998 between Kent Electronics Corporation and ChaseMellon
Shareholder Services, L.L.C. Incorporated by reference to
Exhibit 4 to the 1999 Second Quarter Form 10-Q.
5.1 Opinion and Consent of Locke Liddell & Sapp LLP
23.1 Consent of Grant Thornton LLP
99.1 Amended and Restated 1996 Non-Employee Director Stock Option Plan
_____________________
* Incorporated by reference
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sugar Land, State of Texas, on this 31st day of
August, 1999.
KENT ELECTRONICS CORPORATION
By: /s/ Morrie K. Abramson
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Morrie K. Abramson
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Morrie K. Abramson Chairman of the Board, Chief Executive August 31, 1999
- ------------------------- Officer and Director
Morrie K. Abramson (Principal Executive Officer)
/s/ Stephen J. Chapko Executive Vice President, Chief Financial August 31, 1999
- ------------------------- Officer, Treasurer and Secretary
Stephen J. Chapko (Principal Financial Officer)
/s/ David D. Johnson Vice President, Corporate Controller August 31, 1999
- ------------------------- (Principal Accounting Officer)
David D. Johnson
/s/ Max S. Levit Director August 31, 1999
- -------------------------
Max S. Levit
/s/ Larry D. Olson Director August 31, 1999
- -------------------------
Larry D. Olson
/s/ David Siegel Director August 31, 1999
- -------------------------
David Siegel
/s/ Richard C. Webb Director August 31, 1999
- -------------------------
Richard C. Webb
/s/ Alvin L. Zimmerman Director August 31, 1999
- -------------------------
Alvin L. Zimmerman
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EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
*4.1 Amended and Restated Articles of Incorporation of Kent
Electronics Corporation. Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on
Form S-3 (Registration No. 333-20265) filed with the
Commission on January 23, 1997.
*4.2 Certificate of Designation, Preferences and Rights of
Series A Preferred Stock. Incorporated by reference to
Exhibit 3.3 to the Company's Annual Report on Form 10-
K for the Fiscal Year Ended March 30, 1991.
*4.3 Amended and Restated Bylaws of Kent Electronics
Corporation. Incorporated by reference to Exhibit 3 to
the Company's Quarterly Report on Form 10-Q for the
Fiscal Quarter Ended September 26, 1998 (the "1999
Second Quarter Form 10-Q").
*4.4 Specimen stock certificate for the Common Stock of Kent
Electronics Corporation. Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on
Form S-2 (Registration No. 33-40066) filed with the
Commission on April 19, 1991.
*4.5 Amended and Restated Rights Agreement dated as of
September 3, 1998 between Kent Electronics Corporation
and ChaseMellon Shareholder Services, L.L.C.
Incorporated by reference to Exhibit 4 to the 1999 Second
Quarter Form 10-Q.
5.1 Opinion and Consent of Locke Liddell
& Sapp LLP
23.1 Consent of Grant Thornton LLP
99.1 Amended and Restated 1996 Non-Employee Director
Stock Option Plan
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*Incorporated by reference
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